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This page includes key information about our corporate governance procedures. These procedures provide a general outline of important elements that ACS’ senior executives and Board of Directors use as guidelines for the oversight and management of the company. On this page, you may access our current Certificate of Incorporation and Bylaws. In addition, you will find the current charters for the various committees of the board of directors, our Code of Ethics, and a description of any exceptions ACS may make to the policy for senior executives or board members.
Our Core Values As part of ACS’ mission, we are committed to maintaining uncompromising principles and our core values, which are:
We believe our success is fundamentally based on openness, honesty, and adherence to these core values. Our Board of Directors Our Board of Directors has eight members. Seven of our directors meet all of the independence requirements of NASDAQ® and the U.S. Securities and Exchange Commission. Our Board of Directors has adopted these Corporate Governance Principles in furtherance of the Board’s and management’s continuing efforts to enhance our corporate governance, transparency, and accountability to stockholders. Lead Independent Director In March 2007, the independent members appointed Annette Jacobs as our first Lead Independent Director. The powers and duties of the Lead Independent Director are described in the charter of the Lead Independent Director. Board Committees Our board has four committees, the Executive, Audit, Compensation and Personnel and Nominating and Corporate Governance Committees. The Executive Committee comprises the board chair and the chairs of each of the other standing board committees. The Executive Committee exists to assist the board in managing the business and affairs of the company, when it is impracticable for the full board of directors to act. The Executive Committee is not authorized to undertake any action that, under any applicable law, regulation or listing standard, must be performed by another committee of the board or cannot be delegated to a committee of the board. Each of the other standing committees of the board, operate under a written charter, which are as follows: Board Committee Membership The table below list our directors and the committees on which they serve.
Board Self-Evaluation Our board of directors conducts an annual evaluation of its overall effectiveness and the effectiveness of each committee. The Nominating and Corporate Governance Committee, using an evaluation questionnaire administered by the General Counsel and Secretary, manages this process. The Chair of the Nominating & Governance Committee reviews the feedback and use the information to implement changes or improvements in the functioning of the board. The evaluation process addresses subjects including, but not limited to:
Code of Ethics We have adopted a Code of Ethics. Waivers of the Code of Business Conduct and Ethics for Directors, Executive Officers, or Senior Financial Advisors: (none to date) Disclosure Policy We have adopted a Disclosure Policy, detailing our Investor Communications Policy, to set forth our policies and practices on corporate disclosure.
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Our corporate governance practices and policies reflect ACS’ strong commitment to our stockholders, community and employees. We are committed to exercising the highest level of ethical standards in everything we do.
